End User Licensing Agreement (EULA)
LogicManager End User License Agreement (EULA)
This End User License Agreement (“EULA”) governs access to LogicManager, Inc.’s (“LogicManager”) Services by customers purchasing through authorized Resellers. By accessing or using the LogicManager Service, the Customer agrees to the terms of this EULA and the LogicManager Master Subscription Agreement (MSA), available at: https://www.logicmanager.com/master-subscription-agreement/. Continued use constitutes acceptance of the terms therein.
1. Definitions.
“Customer” means the entity identified as “Customer” in the applicable Order Form (“End User” or “Customer”) and LogicManager.
“LogicManager Platform” refers to LogicManager’s software, content, workflows, integrations, and methodologies.
“Order Form” means a document executed between End User and either LogicManager or an authorized Reseller specifying the Service purchased, the applicable Service Period, and fees.
“Reseller” means an authorized entity that facilitates the sale of LogicManager Services to End User.
“Service Period” refers to the timeframe during which a customer has access to LogicManager Services, as specified in the applicable Order Form. If the agreement includes auto-renewal, the Service Period extends for successive renewal terms unless terminated in accordance with the MSA.
2. Service & License Grant.
LogicManager grants Customer a non-exclusive, non-transferable right to access and use the subscribed Solution Packages, as defined in the Order Form, subject to the terms of the MSA. Customer agrees that access is limited to Licensed Users and that sharing credentials or exceeding authorized roles is a material breach. Customer may not sublicense or assign third-party access to the Service. All use must be solely for Customer’s internal business operations. LogicManager may audit usage for compliance.
3. Renewal and Acceptance.
If the Customer continues to access or use the Service beyond the expiration of the Service Period stated in the reseller’s Order Form, such use constitutes acceptance of a new one-year Service Period at LogicManager’s standard list pricing. This EULA becomes binding on the date of such continued use.
4. Pricing and Obligations.
Resellers are responsible for ensuring Customer payments under the pass-through model. LogicManager retains the right to invoice either party for unpaid services if usage continues beyond the expiration date without proper notice of termination.
5. Dispute and Escalation.
Customer disputes must follow the MSA’s escalation procedure (Section 11), including written notice, substantiated claims, and mediation. Use of the Service during a pending dispute indicates acceptance of new terms.
6. Termination.
LogicManager reserves the right to suspend or terminate access in the event of non-payment, licensing non-compliance, or policy violation. LogicManager does not assume termination unless explicitly stated.
7. Data and Confidentiality.
LogicManager will store and process Customer Data in accordance with Section 2 and 3 of the MSA. Customers are responsible for submitting only necessary data and must not enter PHI under HIPAA unless agreed to via DPA.
8. Usage Policies.
All access is subject to LogicManager’s Acceptable Use and Fair & Reasonable Use policies, incorporated by reference into this EULA. Improper use or attempts to circumvent licensing controls may result in termination and legal enforcement. These policies are available at: https://www.logicmanager.com/fair-reasonable-use/
9. Limitation of Liability.
LogicManager’s total liability for any claim arising under this EULA shall not exceed the fees paid by Customer for the Service during the 12 months preceding the claim. LogicManager disclaims all implied warranties, including fitness for a particular purpose and merchantability. The Service is provided “as is,” and LogicManager shall not be liable for any indirect, incidental, or consequential damages.
10. Governing Law.
This EULA shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. Any disputes shall be resolved in accordance with the escalation and mediation procedures set forth in Section 11 of the MSA.
This EULA incorporates the terms of LogicManager’s MSA by reference. In the event of a conflict, the MSA shall govern. Accessing the platform signifies acceptance.
v 3.28.2025